5.To succeed to and take over all the rights and property heretofore held or enjoyed by, and all the duties heretofore performed by, the unincorporated association known as the “Mt. Washington Ski Patrol”.

6.To provide emergency rescue and first aid in settings where Mt. Washington Volunteer Ski Patrol Society members have been invited to participate.

3.The services are usually performed at Mt. Washington, a recreational resort operated by Mount Washington Alpine Resort Ltd., located 31 kilometers west of the City of Courtenay, Province of British Columbia except as indicated in item 2-6. This provision is alterable.

4.Upon winding up or dissolution of the society, the assets which remain after payment of all costs, charges and expenses which are incurred in the winding up shall be distributed to such charitable organization or organizations having a similar charitable purpose. This provision shall be unalterable.

BYLAWS

Part 1 - Membership

1) Any person with an interest in beneficially assisting, promoting, or advancing the activities of the Mount Washington Ski Patrol Association may be considered by the Board of Directors for acceptance as a member.

a) The Board of Directors will assign applications for membership into a category of membership as described in Section 2 below. The Board of Directors retains the right to determine and assign the appropriate membership category for each application.

2) Categories of membership. Membership in the Association will consist of the following categories:

2.1) Voting/Active Patrol Membership

Active Patrollers may be described and identified in a variety of ways, related to their type and years of experience, as determined by the Board of Directors. An active patroller is a member who has been accepted as a full member of the association and who meets all the minimum standards outlined in Section 3.1 below.

a) Alpine Patroller – shall be a patroller who has been accepted as a full member of the association.

c) First Aid Room Attendant – shall be a member whose primary responsibility is for pre-hospital care in First Aid Room or at other designated areas.

d) Patrol Trainer – shall be a patroller who has been accepted as a full member of the association, has a minimum of three consecutive years of service with the Association and has requisite training certification and experience Patrol Trainers may be described and identified in a variety of ways, related to their certification and years of experience, as determined and approved by the Board of Directors and Director of Training. The total number of designated Trainers will be limited to a number set by the Board.

e) Junior Patroller – a patroller who is 16 to 18 years of age who has been accepted as a member of the association and has parental consent to be a patroller.

f) Emeritus Patroller – shall be a patroller who has served as an active member of the Association in good standing for a minimum of twenty or more cumulative years of experience. Emeritus Patroller status may be awarded at the discretion of the Board of Directors at the Annual General Meeting. Emeritus Patroller membership has no specific assigned tasks, duties or responsibilities but may perform tasks or duties as determined by the Board of Directors, subject to the minimum standards outlined in Section 3.1 below.

g) Auxiliary Member – shall be a person who provides service other than on-hill duties to the Association. Auxiliary Member status is open to anyone who has an interest in beneficially assisting, promoting, or advancing the activities of the Association. Persons with special talents or skills may be offered an auxiliary membership by the Board of Directors, provided they offer the patrol a unique and beneficial service. Auxiliary members are entitled to full chalet use privileges.

2.2) Non-Voting

a) First-year Patroller – shall be a patroller who meets all the minimum standards outlined in Section 3.1 below with the exception of section 3.1d), who has completed the mandatory fall training sessions and who is patrolling for their first winter season at Mt. Washington. Preference for first year patrollers will be given to applicants who have previous ski patrol or first aid experience. All first year patrollers are probationary until completion of one full ski season. First-year Patrollers are entitled to full chalet use privileges.

b) Affiliate Member – shall be an organisation with similar aims or objects to the Association which may assist the Association to achieve or further its aims or objects.

c) Alumni Member – shall be a person who has served as a Voting Member of the Association in standing for a minimum of one or more consecutive years of experience and left the patrol in good standing. Alumni members may not patrol and must return all patrol issued equipment. Alumni members may be entitled to chalet use privileges as guests of voting members or with approval of the board.

d) Patroller on Leave of Absence (LOA) – A leave of absence may be requested in writing (letter or email) by duty patrollers in good standing who have completed at least one full year of patrolling with the Association. The request shall be provided in writing to the Board of Directors for review and approval. Patrollers who are granted leave of absence may not patrol or substitute during their leave, must return all patrol issued equipment and are not entitled to chalet use privileges for the term of LOA.

Patrollers returning from LOA will be required to complete a refresher day with a trainer patroller to review all the items on the First Year Patroller checklist. Any concerns about the competence of patrollers returning from a LOA will be forwarded to the Training Committee for follow-up. Patrollers returning from LOA are on probation until this refresher is completed to the satisfaction of the trainer patroller or Training Committee.

2.3) Years of Service. A register of members shall be maintained showing in respect of each name, category of membership, address and date of commencement of membership or change in category of membership.

3. Applicants for Membership must:

a)Demonstrate an interest in beneficially assisting, promoting, or advancing the activities of the Association.

3.1 Membership in the Active Patroller Categories must:

a) Demonstrate skiing or snowboarding ability of an advanced intermediate skier or snowboarder, as tested by a Team Leader, Training Officer or designated person when snow conditions are suitable. This requirement may be waived for those applicants who will perform first aid only in the First Aid Room.

b) Have successfully completed an Outdoor Emergency Care certificate or Occupational First Aid Level 3 or equivalent as determined by the Training Committee. Certification must be valid throughout the ski season.

c) Have successfully completed the required CPR course or equivalent as determined by the Training Committee annually before the start of the ski season.

d) Have successfully completed all obligations and duties during a single full ski season at Mt. Washington as a First-year Duty Patroller.

e) Have obtained minimum standards for First Aid Room Attendants as defined in Section 3-c.

f) Have signed a compliance agreement for acceptance of the Policies, Bylaws & Constitution of the Society.

3.2. Full Time Active Patroller

A patrol member in any of the active membership categories who commits to and completes the requisite number of duty days as set by the Board of Directors each season.

3.3. Part Time Active Patroller

A patrol member in any of the active membership categories, who commits to and completes a reduced number of duty days as set by the Board of Directors prior to each season as well as attending both days of the training weekend. Part time patrollers are voting members in good standing who have at least 3 years minimum experience as active patrollers with MWSPA. This membership requires approval by the board of directors. Part time members receive no complimentary passes unless 100% of the seasonal duty day requirement is met. Applications for part time positions must be submitted at least 30 days prior to the start of the season.

3.3. Shared Positions:

At the discretion of the Board of Directors, a limited number of Spousal Shared active patroller positions may be granted where both partners meet the minimum standards; have completed three or more consecutive years as a full patroller. Both members of shared positions retain their voting status. Applications for shared positions must be received by the Board of Directors in writing by letter or email at least 30 days prior to start of the season.

a) Spousal Shared Position - The duty day commitment for this category shall be a minimum of 4 duty days per month where each partner must patrol a minimum of 1 full duty day per month and a minimum of 40% of the seasonal requirement of duty days. A single family pass will be issued where eligibility criteria are met.

4. Annual membership dues for all categories of membership are payable at the fall training weekend, the amount to be determined at the previous annual General Meeting. Upon application by the member and at the discretion of the MWSPA board, by majority vote, an Emeritus member may have their membership fees waived

5. A person ceases to be a member of the Society:

a) by resigning in writing to the secretary of the Society or by mailing it to the address of the Society; or

b) on being expelled from the Society in accordance with the terms as set out in item 6; or

c) on not having been a member in good standing (as defined in item 8 )

5.1. The Board of Directors may delegate any, but not all, of their powers to committees consisting of one or more members in good standing of the Society, and may name the committee:

a) Committees may include, but not be limited to, the Conduct and Attendance Committee, the Training Committee, the Chalet Committee, the Social Committee and the Fundraising Committee

b) A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the Board of Directors, and shall report every act or action done in the exercise of those powers to the Board of Directors.

c) Subject to the directions of the Board of Directors, the Committee shall determine its own procedure.

d) The members of a committee may meet and adjourn as they think proper.

5.2. The Board of Directors shall establish a Conduct and Attendance Committee, consisting of members in good standing of the Society, which shall be responsible for ensuring that members:

a) report for patrol duty when required; and

b) abide by the conduct requirements as set out in Bylaw 7

6. Discipline of Members

a) A member may be suspended by or expelled by the Board of Directors for conduct unbecoming a patroller.

b) In the event the Board of Directors is informed that a member has engaged in conduct unbecoming a patroller, the Board of Directors may:

i. temporarily suspend the member for a period to be determined by the Board of Directors; or

ii. permanently expel the member.

c) The Board of Directors may delegate its powers of notification and suspension to the Conduct and Attendance Committee but shall not delegate its powers of expulsion.

d) Prior to issuing either a suspension or an expulsion, either the Conduct and Attendance Committee or the Board of Directors shall provide to the member in writing:

i. notice of the pending suspension or expulsion of the member; and

ii. a written summary of the reasons for the proposed suspension or expulsion;

e) A member who receives notice pursuant to paragraph 6(d) above shall be entitled to contest the proposed suspension or expulsion by providing written notice to the Board of Directors of his or her intention to contest within 14 days of receiving the notice.

f) Where a member provides notice to the Board of Directors in accordance with paragraph 6(e) above;

i. the member shall be entitled to a hearing before the Board of Directors within 14 days of providing such notice to the Board of Directors; and

ii. the Board of Directors shall arrange for such a hearing and inform the member of the time and location of the hearing.

g) Where a hearing referred to in Paragraph 6(f) above has been arranged, the Board of Directors shall;

i. provide the member who is the subject of the hearing with a reasonable opportunity to explain why he or she should not be suspended or expelled as the case may be; and

ii. upon hearing from the member;

1) confirm the suspension or expulsion of the member; or

2) order that the member be reinstated on condition that the member take such steps to remedy his or her conduct as the Board of Directors may deem necessary; or

3) reinstate the member without conditions.

h) Where a member who receives notice pursuant to paragraph 6(d) above does not contest the proposed suspension or expulsion in the manner set out in paragraph 6(e) above, the Board of Directors shall confirm the suspension or expulsion of the member.

i) The decision of the Board of Directors, if the suspension or expulsion is confirmed is final and binding on the member.

7. Conduct unbecoming a patroller includes, but is not limited to, the following:

a) Any conduct that violates the laws of the Government of Canada or the Province of British Columbia, including the Human Rights Code

b) Consuming any substance that may cause mental or physical impairment while on patrol duty;

c) Failing to report for patrol duty in accordance with the roster, without informing and providing an appropriate excuse to the Conduct and Attendance Committee; or

d) Non compliance with any and all posted protocols for patrollers (e.g. chalet usage protocols)

e) Theft, or deliberate misuse of property or equipment being the property of the society

f) Such other conduct as, in the reasonable discretion of the Conduct and Attendance Committee and/or the Board of Directors, is determined to be conduct unbecoming a patroller.

8.All members are in good standing except a member who:

a) has failed to pay their annual membership fee, or any other debt due and owing by the member to the society, or

b) ceases to meet the minimum standards outlined in Section 3.1 above or

c) ceases to be a member of the Society as outlined in sections 5, 6 or 7, or

d) has an unresolved issue with the Conduct and Attendance Committee or Board of Directors that exceeds the appeal period of the suspension as outlined in sections 6 or 7, or

e) fails to meet criteria that may be established on an annual basis by the Board of Directors.

Part 2 - Meetings of Members

9. The annual General Meeting of the society shall be held on a date within six weeks of training weekend on a date, time and place to be determined by the Board of Directors.

10. Notice of the annual General Meeting or any other general meeting shall be given to members at least 30 days prior to the meeting.

a) Notice may be given to a member either by mail to the member’s registered address, by email or by posting on ski patrol website or bulletin board.

b) The accidental omission to give notice of a meeting to, or the non¬receipt of a notice by, any of the membership will not invalidate the meeting.

Part 3 - Proceedings at General Meetings

11. Business, other than the election of a chair and the adjournment or termination of the meeting, shall not be conducted at a general meeting at any time when a quorum is not present. A quorum is 15 members present.

12. A resolution proposed at a general meeting need not be seconded, and the chair of the meeting may propose a resolution.

13. A member in good standing present at a general meeting is entitled to one vote.

a) Voting is by a show of hands;

b) Voting by proxy is not permitted

Part 4 - Directors and Officers

14. The president, vice¬president, secretary, treasurer and three to four other persons are the directors of the society. One director position may be reserved for the Chair of Chalet Committee and is appointed by the Board of Directors

15. Terms of Office.

a) Length of term. All Officers and Directors shall be elected to serve terms of two years.

b) Overlapping terms of Officers. The terms of the President, Vice-President, Secretary, and Treasurer shall overlap so that two of these positions must retire and successors elected to two of these positions each year.

1)The first year of implementation of the overlapping terms will have two of the officer positions elected to one year terms.

c) Overlapping terms of Directors. The terms of the three or four directors shall overlap so that at least one of these positions must retire and successors elected to replace the open positions each year.

1)The first year of implementation of the overlapping terms will have at least one of the officer positions elected to a one year term.

d) Officers may only be elected to two consecutive terms for each of the Executive positions; directors may be elected to more than two consecutive terms.

e) Vacated positions. Any officer or director position that is vacated in the course of a term may be filled by a person chosen by a committee established by the remaining Officers and Directors. The chosen successor will complete the term of office of the vacated position.

16. Elections will be held for each office to be filled:

a) Nominations shall be seconded

b) Elections will be done in order of office on the Board of Directors: President first, Vice President second, Secretary third, Treasurer fourth, and Directors fifth, sixth, seventh and eighth (if required).

c) Each office to be filled will be called and the duties of the office outlined to the membership. The name of each nominee will be called and the membership will vote by a show of hands in the absence of the nominee. The nominee obtaining the largest number of votes will obtain the office and be deleted from the list of nominees to be used in the election of an officer to the next vacant position.

d) Each office on the Board of Directors shall be filled.

17. An Executive or Director may be removed by:

a)Special Resolution. Members may remove an executive or director before the expiry of his/her term of office by submitting a special resolution containing the signatures of fifteen voting members, followed by a majority vote of all members attending a special general meeting.

b)Resolution and vote by majority plus 1 vote from the Board of Directors provided the decision is supported with a written recommendation from a Conduct Committee made up of a minimum of five members, none of which are a Director or Officer of the Mt Washington Ski Patrol Association.

c)A committee established by the remaining Board members may then select a successor to complete the term of office.

Part 5 - Proceedings of Directors

18. A quorum for a meeting of directors is a majority of the directors currently in office

19. A director may at any time convene a meeting of the directors.

Part 6 ¬Duties of Officers

20. The president:

a) presides at all meetings of the society and of the directors b) supervises the other officers in the execution of their duties c) is a signing officer of the society

21. The vice-president:

a) functions as the president in his/her absence b) assists in ongoing society duties c) is a signing officer of the society

22. The secretary:

a) conducts the correspondence of the society

b) issues notice of meetings of the society and directors

c) keeps minutes of all meetings of the society and directors

d) Has custody of documents and records other than those kept by the treasurer, including copies of the annual report to the Society’s office and the society’s tax return.

e) maintains the register of members

23. The treasurer:

a) keeps and completes the financial records necessary to comply with the Society Act and forwards copies to the secretary

b) renders financial statements when required

c) is a signing officer for the society

d) In the event that both President and Vice-president are unable to carry out their duties, then the Treasurer will act as President/Vice-President in their absence.

Part 7 - Financial

25. The fiscal year of the society shall commence on August 1st and end on July 31st.

26. The Board of Directors shall not enter into any liabilities on behalf of the society, exceeding those foreseen in the annual budget approved by the annual General Meeting, by more than $5000 (five thousand dollars).

27. Over-runs of the budget by an amount greater than $5000 must be authorized by special resolution at a General Meeting of the members before the related liabilities are entered into.

28. Subject to Section 30 of the Society Act, the Society shall indemnify each Director and Officer of the Society, past or present, against all liability and expenses in connection with or arising from any claim, action, suit, or proceeding in which he or she becomes involved by reason of having been a Director or Officer of the Association, if he or she:

a) acted honestly and in good faith with a view to the best interest of the Mt. Washington Volunteer Ski Patrol Society, and

b) had reasonable grounds for believing his/her conduct was lawful

Part 8 – Executive and Board Code of Ethics

29. MWSPA Executive and Board members must conduct their duties in a collaborative, professional, and ethical manner and with the proper use of their authority. This includes:

a)Using a collaborative decision making style for executive and board related decisions and avoiding the use of individual decision-making involving major issues;

b)Avoiding actual and perceived conflict of interests that may provide direct or indirect personal gains as a result of actions or decisions made as an executive or board member;

c)Avoid decisions motivated by considerations other than the best interests the Mt Washington Ski Patrol Association and its members;

d)An executive or board member or close family member may not personally contracting with the organization;

e)Avoiding the receipt of gifts or loans from the organization;

f)Handling all matters in an ethical, fair, and straight forward manner;

g)Speaking positively of the Mt Washington Ski Patrol and Mount Washington Alpine Resort to the public;

h)Maintaining confidentiality of executive and board business.

The latest revisions to this constitution and to these by-laws were approved by the membership by special resolutions passed at the AGM on October 25th, 2015.